exh10-2_1392159.htm


    EXHIBIT
10.2

    


    WAIVER

    


    This WAIVER, dated as of December 16,
2009 (this “Waiver”), is made
with respect to the Purchase Agreement, dated as of November 2, 2009 (the “Agreement”), by and
among Global Telecom & Technology Americas, Inc., GTT-EMEA, Limited, WBS
Connect, L.L.C., TEK Channel Consulting, LLC, WBS Connect Europe Ltd., Scott
Charter and Michael Hollander.  Any capitalized terms used but not
defined in this Waiver have the respective meanings set forth in the
Agreement.

    


    RECITALS

    


    A.           Under
Section
1.5(a)(x) of the Agreement, the Sellers are required to deliver to the
Purchaser and Purchaser Europe at the Closing employment agreements between the
Purchaser and each of Greg Sadler, Chad Jensen and Jake Cummins, duly executed
by such individuals, on the terms and conditions set forth therein.

    


    B.           Under
Section 10.5 of
the Agreement, the Purchaser may waive any provision of the Agreement on behalf
of itself and Purchaser Europe.

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
herein and in the Agreement, it is agreed as follows:

    


    1.           Waiver.  The
Purchaser hereby waives Section 1.5(a)(x) of
the Agreement solely with respect to Chad Jensen and Jake Cummins.

    


    2.           Scope of
Waiver.  This Waiver relates solely to Section 1.5(a)(x) of
the Agreement with respect to Chad Jensen and Jake Cummins as described in Section 1 hereof and
does not constitute a waiver of any other provision of the Agreement or of Section 1.5(a)(x) of
the Agreement with respect to Greg Sadler.

    


    3.           GOVERNING LAW. THIS
AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW
PROVISION (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.

    


    4.           Counterparts; Facsimile
Transmission.  This Waiver may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Copies of
executed signature pages to this Waiver delivered by facsimile transmission
shall be considered duly delivered and valid and effective for all
purposes.

    


    


    


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    IN
WITNESS WHEREOF, this Waiver has been executed as of the date written
above.

    


    


    
      	 
      	
              THE
      PURCHASER:

            
	 
      	 
      
	 
      	
              GLOBAL
      TELECOM & TECHNOLOGY AMERICAS, INC.

            
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Chris McKee  
	 
      	 
      	
              Name: 
      Chris McKee

            
	 
      	 
      	
              Title:    Secretary
      and General Counsel

            


    

    



    
      
         


      

      
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